TIDMPAL

RNS Number : 6382W

Equatorial Palm Oil plc

20 August 2020

20 August 2020

Equatorial Palm Oil plc

("the Company")

Placing of GBP400,000, Notice of GM and Appointment of Joint Broker

Equatorial Palm Oil plc (AIM: PAL), the Rule 15 cash shell, announces that to enable the Company to explore new corporate opportunities and to provide additional working capital, the Company has raised GBP400,000 (before expenses) through a placing (the "Initial Placing") of 100,000,000 New Ordinary Shares of 0.01p each ("Placing Shares") at a price of 0.4 pence per Placing Share (the "Placing Price"). The Company has entered into a placing agreement ("Placing Agreement") with Brandon Hill Capital Ltd (as joint broker and sole bookrunner) ("Brandon Hill") pursuant to which Brandon Hill agreed to arrange the Initial Placing. Completion of the Initial Placing is conditional upon the satisfaction of the conditions contained in the Placing Agreement including but not limited to, the Placing Shares being admitted to AIM and shareholder approval being given for a re-organisation of the Company's share capital to reduce the nominal of value of the Company's ordinary shares to 0.01 pence per ordinary shares ("New Ordinary Shares") at a general meeting to be held at 10.00 a.m. on 8 September 2020 (the "Re-Organisation Resolution"). A circular ("Circular") convening the general meeting (the "General Meeting") is expected to be sent to shareholders tomorrow.

Highlights:

-- Initial Placing to raise GBP400,000 (before expenses), conditional on the Placing Shares being admitted to trading on AIM and the Re-Organisation Resolution being passed at the General Meeting.

-- Placing net proceeds to be used to explore corporate opportunities and for working capital purposes.

   --    Appointment of Brandon Hill Capital as joint broker. 

Placing

The Company is pleased to announce that it has raised GBP400,000, before expenses, through a placing arranged by Brandon Hill Capital, conditional on the Placing Shares being admitted to trading on AIM and the Re-Organisation Resolutions being passed at the General Meeting (the "Initial Placing").

Each of the participants in the Initial Placing (the "Placees") have also agreed to a further commitment of GBP400,000 in aggregate (the "Further Commitment"). Completion of the Further Commitment is conditional upon the satisfaction of the conditions contained in the Placing Agreement including but not limited to completion of the Initial Placing and the Company undertaking either:

(1) an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission under the AIM Rules for Companies ("Re-Admission")), or

(2) the Company seeking to become an investing company pursuant to AIM Rule 8, which requires, inter alia, the raising of at least GBP6 million and the publication of an admission document (either being a "Re-Admission Transaction") within six months of 10 June 2020.

Pursuant to the Further Commitment, the Placees have agreed to subscribe for such number of New Ordinary Shares in the Company which is equal to the Further Commitment divided by the price of the New Ordinary Shares on Re-Admission (the "Further Placing").

In addition, Placees participating in the Further Placing shall be granted one warrant to subscribe for one New Ordinary Share for every one ordinary share subscribed for under the Further Placing (up to an aggregate of 100,000,000 warrants) which shall be exercisable at 0.4 pence per share during the period of three years from the date of the Further Placing.

Broker Appointment

The Company is pleased to announce the appointment of Brandon Hill Capital Limited as joint broker to the Company with immediate effect.

Brandon Hill has been issued with 5,000,000 broker warrants exercisable at the Placing Price for a period of 3 years from Admission of the Placing Shares.

The Company intends to use the proceeds of the Initial Placing to fund the exploration of corporate opportunities and for working capital generally.

Expected Timetable

General Meeting 10.00am on 8 September

Capital Reorganisation effective 6.00 pm on 8 September

Admission of New Ordinary Shares (following Capital

Reorganisation) 8.00 am on 9 September

Admission of Placing Shares 8.00am on 10 September

Admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that Admission will become effective and dealings in the Placing Shares commence at 8.00 a.m. on or around 10 September 2020.

Following the issue of the Placing Shares, and for the purposes of the Disclosure Guidance and Transparency Rules, the Company's total issued share capital on Admission will consist of 456,277,502 Ordinary Shares.

The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure Guidance and Transparency Rules.

 
For further information, please contact: 
 
                                                      +44 (0) 20 7628 
Equatorial Palm Oil Plc                                4874 
Michael Frayne (Executive Chairman) 
 
                                                      +44 (0) 20 7409 
SPARK Advisory Partners Limited (Nominated Adviser)    3494 
Neil Baldwin 
 
                                                      +44 (0) 20 7484 
Mirabaud Securities Limited (Joint Broker)             3510 
Peter Krens 
 
 
 

Brandon Hill Capital Limited (Joint Broker) +44 (0) 20 3463 5000

Jonathan Evans/Oliver Stansfield

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August 20, 2020 02:00 ET (06:00 GMT)